CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (this "Agreement") made as of this 31st day
of December, 1997, between CCC of New Jersey, Inc., a Delaware corporation (the
"Company"), and CareMatrix of Massachusetts, Inc., a Delaware corporation (the
"Consultant").

         WHEREAS, the Company desires to retain the Consultant to perform
certain management and consulting services for the Company, and the Consultant
desires to be retained by the Company; and

         WHEREAS, the Company is the Manager of that two hundred and ten (210)
licensed bed skilled nursing facility to be located in Park Ridge, New Jersey
(the "Facility") and the Consultant desire to set forth the terms and conditions
on which the Consultant shall be retained by and provide services to the Company
at the Facility.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Consulting Services. During the term of this Agreement, the
Consultant shall provide, upon the request of the Company, certain management
and consulting services relating to the pre-opening marketing and management of
the Facility for the Company.

         2.  Consulting Fees and Expenses.

         A. The Company shall pay to the Consultant a monthly retainer of Ten
Thousand ($10,000) Dollars (the "Retainer"), payable on the first (1st) day of
each calendar month during the term of this Agreement.

         B. The Consultant shall be entitled to reimbursement of all actual,
verifiable and reasonable out-of-pocket expenses.

         3. Term. The initial term of this Agreement shall commence effective on
December 31, 1997 (the "Effective Date") and continue for a period of
twenty-four (24) months. Notwithstanding the foregoing, either the Company or
the Consultant may terminate this Agreement at any time after the Effective Date
for any reason by 


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providing thirty (30) days prior written notice of such intention to terminate
to the other party.

         4. Independent Contractor. The Consultant is and shall be an
independent contractor hereunder and is not and shall not be an employee of the
Company. Neither the Consultant nor the Company shall hold the Consultant out as
an agent, partner, officer, director, or other employee of the Company and the
Consultant further specifically disclaims any and all rights to an equity
interest in or a partnership interest with the Company. The Consultant
specifically acknowledges and agrees that it shall have no authority to execute
any contracts or agreements on behalf of the Company or its Affiliates and shall
have no authority to bind the Company or its Affiliates to any obligation
(contractual or otherwise). The Consultant shall devote such of his time, energy
and skill as is reasonably necessary to perform the services described in
Paragraph 1 above.

         5. Entire Agreement. This Agreement represents the entire understanding
and agreement between the parties with respect to the subject matter hereof, and
supersedes all other negotiations, understandings and representations (if any)
made by and between such parties. The provisions of this Agreement may not be
amended, supplemented, waived or changed orally, but only by a writing signed by
the party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.

         6. Assignment. The Consultant may not assign or delegate its rights
and/or obligations hereunder. The Company may assign its rights hereunder to any
of its Affiliates but shall remain primarily liable hereunder absent a written
release executed by the Consultant.

         7. Severability. If any part of this Agreement or any other agreement
entered into pursuant hereto is contrary to, prohibited by or deemed invalid
under applicable law or regulation, such provision shall be inapplicable and
deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.

         8. Notices. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing and shall be (as
elected by the person giving such notice) hand delivered by messenger or courier
service, telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:


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If to the Consultant:                           If to the Company:

CareMatrix of Massachusetts, Inc.               CCC of New Jersey, Inc.
197 First Avenue                                197 First Avenue
Needham, MA 02194                               Needham, MA 02194
Attn:  President                                Attn:  President

or to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery, (b) on the date telecommunicated if by
telegraph, (c) on the date of transmission with confirmed answer back if by
telex, and (d) on the date upon which the return receipt is signed or delivery
is refused or the notice is designated by the postal authorities as not
deliverable, as the case may be, if mailed.

         9. Waivers. The failure or delay of any party at any time to require
performance by another party of any provision of this Agreement, even if known,
shall not affect the right of such party to require performance of that
provision or to exercise any right, power or remedy hereunder, and any waiver by
any party of any breach of any provision of this Agreement should not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power or remedy
under this Agreement. No notice to or demand on any party in any case shall, of
itself, entitle such party to any other or further notice or demand in similar
or other circumstances.

         10. Governing Law. This Agreement and all transactions contemplated by
this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the Commonwealth of Massachusetts without regard to
principles of conflicts of laws.

         11. Definitions: For purposes of this Agreement, the following terms
shall have the meanings set forth below:

         11.1.    "Affiliate" shall mean, with respect to a Person, any other
                  Person that, directly or indirectly through one or more
                  intermediaries, controls, is controlled by or is under common
                  control with such first Person. For purposes of this
                  Agreement, the term "control" shall mean the possession,
                  direct or indirect, of the power to direct or cause the
                  direction of the management and policies of a Person, whether
                  through the ownership of voting securities, by contract or
                  otherwise.


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         11.2.    "Person" shall mean an individual, partnership, corporation,
                  limited liability company, trust, joint venture or other
                  entity.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.

                                          CCC OF NEW JERSEY, INC.


                                          By: /s/ James M. Clary III
                                              -------------------------
                                              Name: James M. Clary III
                                              Title: Vice President

                                          CAREMATRIX OF
                                          MASSACHUSETTS, INC.


                                          By: /s/ James M. Clary III
                                              -------------------------
                                              Name: James M. Clary III
                                              Title: Executive Vice President



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